Vancouver, British Columbia--(Newsfile Corp. - March 22, 2013) - Nova Bancorp Ltd. ("Nova Bancorp") today responded to Tuesday's press release issued by Pace Oil & Gas Ltd. ("Pace" or the "Company"). At this stage, we do not believe that a detailed rebuttal is necessary except for a brief comment on the second sale process and the dividend cut. We have previously made our case against the Arrangement and it is simply not acceptable. We urge all Pace shareholders to vote against the Arrangement.
Regarding the process, we reiterate our comments of March 12, "The idea that one month is a sufficient period of time for an effective sale process is unrealistic in light of current market conditions." Quite frankly, many serious parties would also have delayed coming forward until the results of the Special Meeting were confirmed. Regarding the dividend, we argued from the start that $0.36 per share per year was not sustainable. The decision to reduce the dividend before approval of the Arrangement, despite prior repeated defense and support of the higher dividend rate, hardly inspires confidence in the decision making of Spyglass management going forward. Even at the lower proposed dividend rate of $0.27 per share per year, we remain concerned about Spyglass' sustainability. As to the Pace explanation for the dividend reduction being related to the decline in crude oil prices and widening differentials, we note that other dividend paying companies, including Renegade, Twin Butte, Whitecap and Zargon have not reduced their dividend. Moreover, we steadfastly believe that each of the decline rate and capital efficiency assumptions are overly optimistic.
Keep Pace—Next Steps
Previously, we have outlined the steps that should reasonably follow a NO VOTE and the termination of the Arrangement. We take exception to Pace's many assertions about us and our "campaign to take control of the Pace board of directors, make changes to management and conduct another sales process or broker a dilutive equity financing". We are optimistic that after a NO VOTE, the board of directors, which owns less than 1% of the company, will be receptive to a reasonable proposal from a number of large shareholders. These shareholders only have one objective maximize shareholder value. The Arrangement does not do that.
We have contacted Peter Harrison, the Chairman of Pace, in order to request a meeting on March 27, 2013 to present a proposal currently supported by Pace shareholders holding approximately 4.9 million shares or 10.5% of the Company. These shareholders and others will have contacted Mr. Harrison prior to the meeting on March 27th to communicate their support for the proposal. There will be three key elements to the proposal:
The number of directors will be reduced from seven to six. Three new qualified directors will be proposed by shareholders. Four existing directors will be asked to step down.
The new board of directors would immediately reach out to existing management to establish stability.
The new board would quickly undertake a new review of strategic alternatives for the purpose of maximizing shareholder value including the possibility of asset rationalization, perhaps to the point where all assets are sold. Nova Bancorp is of a view that a breakup plan may well be the optimal method to unlock shareholder value.
If Pace is not receptive to the proposal, Nova Bancorp will take steps to ensure that a reconstituted slate of directors and a positive plan for the future are available for consideration at the next annual general meeting expected to be held in May. In the interim, it would be business as usual at Pace. As we have previously noted, Pace is under no immediate financial pressure.
This solicitation is being made by Nova Bancorp and not by or on behalf of the management of Pace Oil & Gas Ltd. Except for certain non-public solicitations, any solicitation will be made by broadcast, speech or publication. Nova Bancorp will bear all the costs and expenses associated with such solicitation. Affiliates or associates of Nova Bancorp own an aggregate of 108,200 Pace common shares ("Shares"), representing approximately 0.23% of the total Shares issued and outstanding as of the record date. Nova Bancorp Investments Ltd., an affiliate of Nova Bancorp owns 65,200 Shares. Jack Muir and Rick Wlodarczak own or control an aggregate of 43,000 Shares. Messrs. Muir and Wlodarczak are officers of Nova Bancorp and its affiliates.
Vote against the Arrangement using the form of proxy or voting instruction provided by Pace. Shareholders may subsequently revoke such proxy in any manner permitted by law. If you have previously voted on the form of proxy or voting instruction form sent to you by Pace, you may revoke your vote by voting on the internet, by fax, by mail or over the telephone (as available). Only your latest dated form of proxy or voting instruction form will be counted.
The address of Pace Oil & Gas Ltd. is 1700, 250-2 Street S.W., Calgary, Alberta T2P 0C1.
Nova Bancorp is a member of Nova Bancorp Group (www.novabancorp.com), a private investment company based in Vancouver. Nova Bancorp has considerable experience with oil & gas investments and with shareholder activist situations.
For further information:
Certain statements in this press release contain forward-looking information within the meaning of applicable securities laws in Canada ("forward-looking information"). The words "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "will", "would" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words.
The forward-looking information in this press release includes, but is not limited to: the timing and holding of the Pace meeting and the future prospects of Pace.
In connection with the forward-looking information contained in this news release, Nova Bancorp has made numerous assumptions. While Nova Bancorp considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein.
All forward-looking information in this press release is qualified in its entirety by this cautionary statement and, except as may be required by law, Nova Bancorp undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof.